Illinois Corporate Counsel: Marschall Smith
01 October 2006
Vice president, general counsel, corporate secretary and director of legal, Brunswick
Swiss immigrant John Brunswick began manufacturing billiard tables in 1845. Today, the company that bears his name retains its core billiard table division, but has achieved wider recognition in the prestige leisure products market. Technological innovations have played a large part in the success of the business: Brunswick is responsible for the first mineralite bowling ball, marketed in 1906, and the development of the revolutionary Brunswick Automatic Pinsetting device in 1956. Since then, Brunswick has grown to become one of the world’s leading manufacturers of pleasure boats, marine engines, GPS and navigation technology, and bowling and fitness equipment. It is a Fortune 500 company with headquarters in Lake Forest, Illinois.
Marschall Smith began his legal career at Debevoise & Plimpton in New York, but thereafter moved to accept in-house positions at IMC Global, a chemical and crop nutrients corporation based in Lake Forest, and Digitas, a Boston e-commerce integrator. He joined Brunswick as vice president, general counsel and corporate secretary in 2001. Smith finds the role of the in-house lawyer to be more challenging and exciting: “Private practice is like swimming laps in a pool. Being an in-house lawyer is like swimming in the ocean.”
Where possible, Brunswick relies upon a legal staff of 18 to find solutions to business issues. “An inside lawyer knows the business and knows the business leader. He or she can apply this knowledge of the business to the risk analysis and come up with more practical and responsive advice. An outside lawyer must take a more technical and risk-adverse course in giving advice. Since he cannot know the business as well, I don’t think that approach always minimises risk.” However, “to defend a law suit, to complete a financing and to offer specific technical insights on a tough regulatory issue”, the company is likely to refer outside. In the US, it turns to a group of five to eight select US law firms, based on their particular strength. Internationally, the company has built up a list of approved counsel over the years for advice in diverse jurisdictions; otherwise, it asks local companies for advice about legal representation, or turns to existing counsel for referrals via their international networks.
Role: Vice president, general counsel, corporate secretary and director of legal
Company: Brunswick
Sector: Transportation equipment
Employees: 26,000
Legal dept size: 18
Q&A
What percentage of your work is performed by in-house lawyers?
It varies tremendously, depending upon the amount of litigation. We do all our litigation outside. I would estimate about half of the transaction, agreement and regulatory work is done outside. Major financing and the like are done outside. Customer contracts, dealer agreement and most of the counselling are done inside.
What are the advantages of doing work in-house?
Inside lawyers tend to be generalists. As the outside firms become more and more specialised, it is hard to find someone with the breadth that is often required to really solve the problem.
What advice would you give someone moving to an in-house role from private practice?
In-house is very different. Our hours actually can be as long. We need team players and we need people who want to provide solutions, not just give legal advice.
What qualities make a good in-house lawyer?
Flexibility, team work, intellectual curiosity, an ability to cope with uncertainty and incomplete information, loyalty, and an interest in using the law to create jobs and build businesses rather than an interest in giving legal advice.
Is the role of the in-house lawyer changing, eg, becoming more specialised?
There has always been some pressure to specialise but there is also pressure to be broad-gauged and available to act as a business adviser across the full range of ‘legal’ needs. Often the most valuable thing that a lawyer brings is an ability to analyse a problem, any problem.
What qualities make a good private practice lawyer?
Often the same qualities that make a good inside lawyer. But we look to outside folks for specialised, technical knowledge. Obviously we also need excellent litigators, good negotiators, and many other skills. It would be hard to specify a quality needed in an outside lawyer unless we have a specific task that needs to be done.
Do you see yourself hiring the firm primarily, or the individual?
Primarily an individual. But the best individuals tend to congregate at the best law firms, and the culture and work ethic of a law firm often applies to all its lawyers. So I would say that the firm is very important. It is also important for the firm to offer a broad range of specialties: issues have a way of changing as they develop and it is good to have the expertise within one firm.
What common behaviour from an external firm or adviser do you find least acceptable?
Arrogance, and competition among the partners for billing credit.
What is the most pressing issue facing the legal profession today?
The runaway tort system and lawsuit abuse generally. We have to stop the extortion that is inherent in the current system. It enriches the worst members of the legal profession and does not help the injured nearly as well as an alternative approach. Some variation of the English system with a limitation on contingency fees and a ‘loser pays’ approach might be a good start. Professor O’Connell of the University of Virginia has proposed some imaginative approaches to helping the injured without enriching greedy lawyers. Reform in the area is imperative.
What is your favourite restaurant in Chicago?
Tip Top Bistro in suburban Woodstock.To see more Corporate Counsel profiles from Illinois, vist the "Focus on Corporate Counsel" page in the Illinois Special Report